FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

(Mark  One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

                For the quarterly period ended September 30, 2002

                                       OR

[   ]     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

For  the  transition  period  from          to

Commission  file  number  0-22300

                        PW PREFERRED YIELD FUND II, L.P.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

     DELAWARE     84-1180783
     (State  of  organization)     (IRS  Employer
          Identification  No.)

             1050 WALTHAM STREET, SUITE 310, LEXINGTON, MA     02421
     (Address  of  principal     (Zip  Code)
     executive  offices)


        Registrant's telephone number, including area code (781) 676-0009


(Former  name,  former  address  and  former  fiscal year, if changed since last
report.)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  X  No        .

<PAGE>


                        PW PREFERRED YIELD FUND II, L.P.
                      QUARTERLY REPORT ON FORM 10-Q FOR THE
                        QUARTER ENDED SEPTEMBER 30, 2002
Table  of  Contents
PART  I.     FINANCIAL  INFORMATION                                PAGE
                                                                   ----

     Item  1.     Financial  Statements

          Balance  Sheets  -  September  30,  2002  and  December  31,
          2001     3

          Statements  of  Income  for  the  nine  months  ended
          September  30,  2002  and  2001     4

          Statements  of  Income  for  the  three  months  ended
          September  30,  2002  and  2001     5

          Statements  of  Partners'  Equity  for  the  nine
          months  ended  September  30,  2002  and  2001     6

          Statements  of  Cash  Flows  for  the  nine  months
          ended  September  30,  2002  and  2001     7

          Notes  to  Financial  Statements     8

     Item  2.     Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations     9-12

     Item  3.     Quantitative  and  Qualitative  Disclosures  About
          Market  Risk     12

     Item  4.     Controls  &  Procedures     13


PART  II.     OTHER  INFORMATION

     Item  1.     Legal  Proceedings     14

     Item  2.     Changes  in  Securities  and  Use  of  Proceeds     14

     Item  3.     Defaults  Upon  Senior  Securities     14

     Item  4.     Submission  of  Matters  to  a Vote of Security Holders     14

     Item  5.     Other  Information     14

     Item  6.     Exhibits  and  Reports  on  Form  8-K     15

     Signatures  &  Control  Certifications     16-25





PART  I.  FINANCIAL  INFORMATION
--------------------------------

ITEM  1.     FINANCIAL  STATEMENTS
             ---------------------

                        PW PREFERRED YIELD FUND II, L.P.

                                 BALANCE SHEETS
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>


..                                                              September 30,
..                                                                  2002        December 31,
..                                                               (unaudited)        2001
                                                              ---------------  -------------
ASSETS
<S>                                                           <C>              <C>
Cash and cash equivalents                                     $     1,770,353  $   2,732,176

Rents and other receivables, net of allowance for doubtful
  accounts of $51,500 and $48,000 at September 30, 2002 and
  December 31, 2001                                                   131,765        156,994
Receivable from general partner                                       193,888        148,300

Equipment at cost, net of accumulated depreciation of
  $11,449,479 and $11,987,625 at September 30, 2002 and
   December 31, 2001, respectively                                  3,571,460      5,035,468
      Total assets                                            $     5,667,466  $   8,072,938

LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities                      $        32,696  $      46,130
Payable to affiliates                                                  84,694        100,122
Deferred rental income                                                 35,187        128,451
Distributions payable to partners                                     318,785        318,785
     Total liabilities                                                471,362        593,488
                                                              ---------------  -------------

PARTNERS' EQUITY
General Partners                                                      244,431        358,599
Limited Partners:
  Class A (54,027 Units outstanding)                                4,331,958      6,229,989
  Class B                                                             619,715        890,862
     Total partners' equity                                         5,196,104      7,479,450
                                                              ---------------  -------------
     Total liabilities and partners' equity                   $     5,667,466  $   8,072,938
                                                              ---------------  -------------
</TABLE>





   The accompanying notes are an integral part of these financial statements.


<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                         2002         2001
                                                   ------------  ------------
<S>                                                 <C>          <C>


REVENUES

Lease revenue                                         $1,842,366   $3,353,381
Gain (loss) on sale of equipment                           1,714     (443,783)
Interest income                                           19,719       44,455
                                                      ------------  ----------
  Total revenues                                       1,863,799    2,954,053

EXPENSES

Depreciation                                           1,366,337    1,726,494
Management fees to affiliate (Note 2)                     68,612      139,315
General and administrative expenses                      106,916       83,138
                                                      ------------  ----------
  Total expenses                                       1,541,865    1,948,947
                                                      ------------  ----------
Net income                                            $  321,934   $1,005,106
                                                      ------------  ----------

Net (Loss) Income Allocated
  General Partners                                    $   16,096   $   50,254
  Class A Limited Partners                               330,583      898,470
  Class B Limited Partner                                (24,745)      56,382

                                                      $  321,934   $1,005,106
Net Income per Weighted Average Number of Units
  of Class A Limited Partner Interest Outstanding     $     6.12   $    16.63

Weighted Average Number of Units of Class A Limited
  Partner Interest Outstanding                            54,027       54,027

</TABLE>




   The accompanying notes are an integral part of these financial statements.

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           2002        2001
                                                      ------------  ------------
<S>                                                      <C>        <C>

REVENUES

Lease revenue                                            $418,899   $  963,278
Gain on sale of equipment                                       -       55,883
Interest income                                             5,649       17,491
                                                      ------------  ------------
  Total revenues                                          424,548    1,036,652

EXPENSES

Depreciation                                              421,300      559,065
Management fees to affiliate (Note 2)                      16,687       39,126
General and administrative expenses                        34,028       22,912
                                                      ------------  ------------
  Total expenses                                          472,015      621,103
                                                      ------------  ------------
Net (loss) income                                        $(47,467)  $  415,549
                                                      ------------  ------------

Net (Loss) Income Allocated
  General Partners                                       $ (2,374)  $   20,776
  Class A Limited Partners                                (18,465)     366,418
  Class B Limited Partner                                 (26,628)      28,355

                                                         $(47,467)  $  415,549

Net (Loss) Income per Weighted Average Number of Units
  of Class A Limited Partner Interest Outstanding        $  (0.34)  $     6.78

Weighted Average Number of Units of Class A Limited
  Partner Interest Outstanding                             54,027       54,027

</TABLE>







   The accompanying notes are an integral part of these financial statements.


<PAGE>
                         PW PREFERRED YIELD FUND II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)



<TABLE>
<CAPTION>



                                      CLASS A       CLASS B
                                      GENERAL       LIMITED       LIMITED       TOTAL
                                      PARTNERS      PARTNERS      PARTNER
                                    ------------  ------------  -----------  ------------
<S>                                  <C>         <C>           <C>          <C>
Balance, January 1, 2002             $ 358,599   $ 6,229,989   $  890,862   $ 7,479,450
Net income (loss)                       16,096       330,583      (24,745)      321,934
Distributions declared to partners    (130,264)   (2,228,614)    (246,402)   (2,605,280)
                                     ----------  ------------  -----------  ------------

Balance, September 30, 2002          $ 244,431   $ 4,331,958   $  619,715   $ 5,196,104
                                     ==========  ============  ===========  ============


Balance, January 1, 2001             $ 468,812   $ 8,062,265   $1,152,615   $ 9,683,692
Net income                              50,254       898,470       56,382     1,005,106
Distributions declared to partners    (130,263)   (2,228,613)    (246,402)   (2,605,278)
                                     ----------  ------------  -----------  ------------

Balance, September 30, 2001          $ 388,803   $ 6,732,122   $  962,595   $ 8,083,520
                                     ==========  ============  ===========  ============

</TABLE>









   The accompanying notes are an integral part of these financial statements
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                          2002          2001
                                                      ------------  ------------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                           $   321,934   $ 1,005,106
 Adjustments to reconcile net income to net cash
 from operating activities:
   Depreciation                                         1,366,337     1,726,494
   (Gain) loss on sale of equipment                        (1,714)      443,783
              Allowance for doubtful accounts               3,500       (15,000)
 Change in assets and liabilities:
   Rents and other receivables                             21,729        37,250
   Receivable from general partner                        (45,588)      (33,884)
   Accounts payable and accrued liabilities               (13,434)       (6,625)
   Payable to affiliates                                  (15,428)       (2,818)
   Deferred rental income                                 (93,264)       91,761
                                                      ------------  ------------

   Net cash from operating activities                   1,544,072     3,246,067
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from equipment sales                             99,385       729,842
                                                      ------------  ------------

       Net cash from investing activities
                                                           99,385       729,842
                                                      ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Distributions paid to General Partners               (130,264)     (130,264)
    Distributions paid to Class A Limited Partners     (2,228,614)   (2,228,614)
    Distributions paid to Class B Limited Partner        (246,402)     (246,400)
                                                      ------------  ------------

       Net cash used in financing activities
                                                       (2,605,280)   (2,605,278)
                                                      ------------  ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (961,823)    1,370,631

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        2,732,176     1,403,646
                                                      ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $ 1,770,353   $ 2,774,277
                                                      ============  ============


</TABLE>









   The accompanying notes are an integral part of these financial statements
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
1.     GENERAL

The  financial  statements  presented  herein  are  prepared  in conformity with
generally  accepted  accounting principles for interim financial information and
the  instructions  for preparing Form 10-Q under Rule 10-01 of Regulation S-X of
the  Securities  and  Exchange  Commission  and  are  unaudited.  As such, these
financial  statements  do  not  include all information and footnote disclosures
required  under  generally accepted accounting principles for complete financial
statements  and,  accordingly,  the  accompanying financial statements should be
read  in  conjunction  with  the  financial  statements  and  related  footnotes
presented in the 2001 Annual Report.  Except as disclosed herein, there has been
no  material  change  to  the information presented in the footnotes to the 2001
Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  Operating  results  for the three and nine months ended September 30,
2002  are not necessarily indicative of the results that may be expected for the
entire  year.

2.     TRANSACTIONS  WITH  AFFILIATES

Management  Fees:  The General Partners are entitled to receive a monthly fee in
-----------------
an amount equal to 2% of gross rentals for Full Payout Leases, as defined in the
Partnership  Agreement,  and  5%  of  gross  rentals  for Operating Leases (each
payable  66.67% to the Managing General Partner and 33.33% to the Administrative
General  Partner)  as  compensation for services rendered in connection with the
management of the equipment.  Management fees of $16,687 and $68,612 were earned
by  the  General  Partners  during the three and nine months ended September 30,
2002,  compared  to  $39,126  and  $139,315  for the three and nine months ended
September 30, 2001.  Effective July 1, 1998, the Managing General Partner agreed
to  perform  certain  administrative functions on behalf of the Partnership that
previously  had been performed by the Administrative General Partner.  For these
services,  the  Administrative General Partner pays the Managing General Partner
an  amount  equivalent  to  the  fees  otherwise  due the Administrative General
Partner.

Disposition  Fees:  The  General Partners, or their affiliates, were entitled to
-----------------
receive  a  subordinated disposition fee in an amount equal to the lesser of (i)
--
50% of the fee that would be charged by an unaffiliated party, or (ii) 3% of the
gross  contract  price  relating  to  each sale of equipment (payable 50% to the
Managing General Partner or its affiliates and 50% to the Administrative General
Partner)  as  compensation  for negotiating and consummating sales of equipment.
During  the  fourth quarter of 1998, the Partnership reversed previously accrued
subordinated  disposition fees and ceased accruing such fees because the General
Partners  concluded  that  it  was  no  longer  probable that these subordinated
disposition  fees  would  be  paid.

Balance  To/From  Affiliates:  As of September 30, 2002, amounts receivable from
-----------------------------
general partner was $193,888, compared to $148,300 for the period ended December
--
31,  2001.  Amounts  payable to affiliates, primarily for management fees, as of
September  30,  2002  was $84,694, compared to $100,122 as of December 31, 2001.

3.     SUBSEQUENT  EVENT

Subsequent to September 30, 2002, the General Partners received an offer to sell
the majority of the Partnership's equipment portfolio from an unaffiliated third
party.  The  purchase  price offered for the equipment was $2,500,000. As of the
filing  date,  the General Partners have reviewed the offer and believe that the
transaction  will  be entered into subsequent to the filing date. In addition to
this  sale,  the  Partnership  also  disposed  of  additional equipment to other
unaffiliated  third  parties  for  $611,000.  An  evaluation  of  the  equipment
portfolio  had  been  performed  subsequent  to September 30, 2002. The net book
value  of  the  equipment to be disposed of totals approximately $3,328,000, for
estimated  sales  proceeds of approximately $3,111,000. The loss associated with
these  disposals will be reflected in the Statement of Operations for the period
ending  December  31st,  2002.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  following  discussion  should  be  read  in  conjunction with the Financial
Statements  of  the  Partnership and the Notes thereto. This Report contains, in
addition  to  historical  information,  forward-looking  statements that include
risks  and  other  uncertainties.  The  Partnership's  actual results may differ
materially  from  those anticipated in these forward-looking statements. Factors
that  might  cause  such  a difference include those discussed below, as well as
general  economic  and  business  conditions,  competition  and  other  factors
discussed  elsewhere in this report. The Partnership undertakes no obligation to
release  publicly  any  revisions to these forward-looking statements to reflect
events  or  circumstances  after the date hereof or to reflect the occurrence of
anticipated  or  unanticipated  events.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the  United  States  requires  the  Partnership to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On  a  regular  basis,  the Partnership reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation  and impairment of long-lived assets.  These estimates are based on
the  Partnership's  historical  experience  and  on  various  other  assumptions
believed  to  be  reasonable under the circumstances.  Actual results may differ
from these estimates under different assumptions or conditions.  The Partnership
believes,  however,  that  the  estimates  are  reasonable.

The  Partnership  believes  the  following  critical  accounting policies, among
others,  are  subject  to  significant  judgments  and  estimates  used  in  the
preparation  of  these  financial  statements:

Revenue  recognition:  Rents are payable to the Partnership monthly or quarterly
---------------------
and  no  significant amounts are calculated on factors other than the passage of
time.  The  Partnership's  leases  are accounted for as operating leases and are
noncancellable.  Rents  received  prior  to  their  due  dates  are  deferred.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  The Partnership's
depreciation  policy  is  intended  to  allocate  the cost of equipment over the
period  during  which  it  produces  economic  benefit.  The principal period of
economic benefit is considered to correspond to each asset's primary lease term,
which  generally  represents  the  period of greatest revenue potential for each
asset.  Accordingly,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of the primary lease expiration.  To
the  extent that an asset is held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Impairment  of  long-lived  assets:  In  accordance  with Statement of Financial
-----------------------------------
Accounting  Standards  No.  144,  "Accounting  for the Impairment or Disposal of
----
Long-Lived Assets" ("SFAS No. 144"), the Partnership evaluates long-lived assets
----
for impairment whenever events or circumstances indicate that the carrying bases
of  such  assets  may  not be recoverable.  Losses for impairment are recognized
when  the  estimated  undiscounted  cash  flows  estimated to be realized from a
long-lived asset are determined to be less than the carrying basis of the asset.
The  determination  of  net  realizable  value  for  a given investment requires
several  considerations,  including  but  not  limited to, income expected to be
earned  from  the  asset,  estimated sales proceeds, and holding costs excluding
interest.

Allowance  for  doubtful  accounts:  The  Partnership maintains an allowance for
-----------------------------------
doubtful  accounts  for  estimated  losses  resulting  from the inability of the
---
lessees  to  make the lease payments. These estimates are primarily based on the
---
amount  of  time  that has lapsed since the related payments were due as well as
specific  knowledge  related  to the ability of the lessees to make the required
payments.  If  the  financial  condition  of  the  Partnership's lessees were to
deteriorate,  additional  allowances could be required that would reduce income.
Conversely,  if  the  financial  condition  of the lessees were to improve or if
legal  remedies  to  collect past due amounts were successful, the allowance for
doubtful  accounts  may  need  to  be  reduced  and  income  would be increased.

RESULTS  OF  OPERATIONS

For  the  three  and  nine  months  ended  September  30,  2002, the Partnership
recognized  lease  revenue of $418,899 and $1,842,366, respectively, compared to
$963,278  and  $3,353,381  for  the same periods in 2001.  The decrease in lease
revenue  from  2001 to 2002 is due primarily to the receipt of lease termination
proceeds in 2001 from a lessee of the Partnership.  In March 2001, a lessee paid
$513,479  as  part  of an agreement to early terminate its lease.  Lease revenue
also  declined  due  to  lease  terminations  and  equipment  sales.

During  the  three months ended September 30, 2002, the Partnership did not sell
any  equipment. Sales for the same period ended September 30, 2001 resulted in a
net  gain  of  $55,883  on  equipment  having  a  net  book  value  of $35,541 .

During  the nine months ended September 30, 2002, the Partnership sold equipment
having a net book value of $97,671 to existing lessees and third parties.  These
sales  resulted  in  a  net  gain  of  $1,714  compared to a net loss in 2001 of
$443,783  on  equipment  having  a  net  book  value  of  $1,173,625.

Depreciation  expense for the three and nine months ended September 30, 2002 was
$421,300  and $1,366,337, respectively, compared to $559,065 and $1,726,494, for
the  same  periods in 2001. To the extent that an asset is held on primary lease
term,  the  Partnership  depreciates  the difference between (i) the cost of the
asset  and  (ii)  the  estimated  residual value of the asset on a straight-line
basis  over  such  term.  For purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To  the  extent  that  an  asset  is  held  beyond  its  primary lease term, the
Partnership continues to depreciate the remaining net book value of the asset on
a  straight-line  basis  over  the  asset's  remaining  economic  life.

Management  fees  were  approximately  4.0% and 3.7% of lease revenue during the
three  and  nine months ended September 30, 2002, respectively, compared to 4.1%
and  4.2%  of lease revenue during the three and nine months ended September 30,
2001,  respectively.  Management  fees  are  based  on 5% of gross lease revenue
generated  by  operating  leases and 2% of gross lease revenue generated by full
payout  leases.

General  and  administrative  expenses consisted primarily of investor reporting
expenses,  transfer  agent  fees,  audit  and  tax  fees.

FUTURE  OUTLOOK

In  the  future, lease revenue is expected to continue to decline as a result of
primary  lease  term  expirations  and  the  sale  of  equipment.

It  cannot  be determined whether future sales of equipment will result in a net
gain  or  a  net loss to the Partnership, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at the
time  of  sale.  In  addition, the amount of gain or loss reported for financial
statement  purposes  is  partly  a  function  of  the  amount  of  accumulated
depreciation  associated  with  the  equipment  being  sold.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous  to  the  Partnership and which will
maximize  total  cash  returns  for  each  asset.

The  total  economic  value  realized  upon  final  disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset  on  a  re-lease,  renewal  or  month-to-month  basis.  The  Partnership
classifies  such  residual  rental  payments as lease revenue. Consequently, the
amount  of  gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.

     Subsequent to September 30, 2002, the General Partners received an offer to
sell  the majority of the Partnership's equipment portfolio from an unaffiliated
third  party. The purchase price offered for the equipment was $2,500,000. As of
the  filing  date, the General Partners have reviewed the offer and believe that
the  transaction will be entered into subsequent to the filing date. In addition
to  this  sale,  the  Partnership also disposed of additional equipment to other
unaffiliated  third  parties  for  $611,000.  A  revaluation  of  the  equipment
portfolio  had  been  performed  subsequent  to September 30, 2002. The net book
value  of  the  equipment to be disposed of totals approximately $3,328,000, for
estimated sales proceeds of $3,111,000. The loss associated with these disposals
will  be reflected in the Statement of Operations for the period ending December
31st,  2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Partnership  by  its  nature  is  a limited life entity.  The Partnership's
principal  operating  activities  have  resulted from asset rental transactions.
Cash  inflows  are  used  to pay management fees and operating costs.  Operating
activities  generated  a net cash inflow of $1,544,072 and $3,246,067 during the
nine  months  ended  September 30, 2002 and 2001, respectively.  Future renewal,
re-lease and equipment sale activities will cause a decline in the Partnership's
lease  revenue  and  corresponding  source of operating cash.  Overall, expenses
associated  with  rental  activities, such as management fees, and net cash flow
from  operating  activities  will  also decline as the Partnership remarkets its
equipment.

Cash  realized  from  asset  disposal  transactions  is reported under investing
activities on the accompanying Statements of Cash Flows.  During the nine months
ended  September  30,  2002  and  2001,  the Partnership realized equipment sale
proceeds  of  $99,385  and  $729,842, respectively.  Future inflows of cash from
asset  disposals  will  vary in timing and amount and will be influenced by many
factors  including,  but  not  limited to, the type of equipment being sold, its
condition  and  age,  and  future  market  conditions.

The  Partnership  invests working capital and cash flow from operations prior to
its distribution to the partners in short-term highly liquid investments.  These
investments  are  primarily short-term commercial paper issued by large domestic
corporations.  At September 30, 2002, the Partnership had $1,390,971 invested in
a  money  market  fund that invests in commercial paper and similar instruments.

Cash  and  cash  equivalents  decreased $961,823 from $2,732,176 at December 31,
2001  to  $1,770,353 at September 30, 2002.  This decrease represents the amount
by  which  cash  distributions  to  partners  exceeded  cash  flow  generated by
operating  activities  and  equipment  sales  for  the  respective  period.

During  the  nine  months ended September 30, 2002, the Partnership declared and
paid  distributions  of cash flow received from operations and sales proceeds in
the  amount  of  $2,605,280.  All  distributions to the Class A Limited Partners
represented  an annualized distribution rate of 11% of their contributed capital
and  all  distributions to the Class B Limited Partner represented an annualized
distribution  rate  of  10%  of  its  contributed  capital.

Distributions  may be characterized for tax, accounting and economic purposes as
a  return  of  capital,  a  return  on capital or both. The portion of each cash
distribution  by  a  partnership,  which  exceeds  its net income for the fiscal
period,  may  be deemed a return of capital. Based upon the amount of net income
reported  by  the  Partnership for accounting purposes, approximately 85% of the
11% cash distributions to the Class A Limited Partners for the nine months ended
September  30,  2002  constituted  a  return  of  capital.  Additionally,  since
inception,  approximately  70%  of  the  Class  A  Limited  Partners'  11%  cash
distributions constituted a return of capital.  However, the total actual return
on  capital  over  a  leasing  partnership's  life can only be determined at the
termination  of  the  Partnership  after  all residual cash flows (which include
proceeds  from  the  re-leasing  and sale of equipment after initial lease terms
expire)  have  been realized. The Partnership had declared a dividend payable of
$318,785.  The  Partnership  anticipates  this  dividend will be paid during the
fourth  quarter  ending  December  31st,  2002.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.

ITEM  4.  CONTROLS  AND  PROCEDURES

Based on their evaluation as of a date within 90 days of the filing of this Form
10-Q, the Presidents and Chief Financial Officers of the General Partners of the
Partnership  have  concluded  that  the  Partnership's  disclosure  controls and
procedures  are effective to ensure that information required to be disclosed in
the  reports that the company files or submits under the Securities Exchange Act
of  1934 is recorded, processed, summarized and reported within the time periods
specified  in  the  Securities and Exchange Commission's rules and forms.  There
have  been  no  significant changes in the Partnership's internal controls or in
other  factors  that could significantly affect those controls subsequent to the
date  of  their  evaluation.



<PAGE>
                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

(a)     None

     (b)  None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  5.  OTHER  INFORMATION

     None.













ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)          Exhibit  99.1     Certification Pursuant to 18 U.S.C. Section 1350,
             -------------
as  Adopted
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.
     Exhibit  99.2     Certification  Pursuant  to  18  U.S.C.  Section 1350, as
     -------------
Adopted
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.
     Exhibit  99.3     Certification  Pursuant  to  18  U.S.C.  Section 1350, as
     -------------
Adopted
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.
     Exhibit  99.4     Certification  Pursuant  to  18  U.S.C.  Section 1350, as
     -------------
Adopted
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.


(b)     The  Partnership  did  not  file  any Forms 8-K during the quarter ended
September  30,  2002.

<PAGE>

SIGNATURE

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

Date:  November  14,  2002

                         PW  Preferred  Yield  Fund  II,  L.P.
                         (Registrant)

                         By:     General  Equipment  Management  II,  Inc.
                              Administrative  General  Partner

                         By:     /s/  Timothy  F.  Kelly
                              Timothy  F.  Kelly
                              Chief  Financial  Officer
                              General  Equipment  Management  II,  Inc.









<PAGE>


                             CONTROL CERTIFICATIONS

I,  Timothy  F.  Kelly,  certify  that:

1.     I  have reviewed this quarterly report on Form 10-Q of PW Preferred Yield
Fund  II,  L.P.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  14,  2002                              /s/  Timothy  F.  Kelly
                                             Timothy  F.  Kelly
                                             Chief  Financial  Officer
     General  Equipment  Management  II


<PAGE>
                             CONTROL CERTIFICATIONS


I,  Stephen  R.  Dyer,  certify  that:

1.     I  have reviewed this quarterly report on Form 10-Q of PW Preferred Yield
Fund  II,  L.P.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

f)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

g)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

h)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

i)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

j)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  14,  2002                              /s/  Stephen  R.  Dyer
                                             Stephen  R.  Dyer
                                             President  and  Director
     General  Equipment  Management  II


<PAGE>

                             CONTROL CERTIFICATIONS


I,  Gary  D.  Engle,  certify  that:

1.     I  have reviewed this quarterly report on Form 10-Q of PW Preferred Yield
Fund  II,  L.P.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

p)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

q)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

r)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

s)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

t)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  14,  2002                              /s/  Gary  D.  Engle
President and Director of AFG Leasing VII Incorporated, the sole General Partner
of  Pembroke  Financial  Limited  Partnership

<PAGE>
                             CONTROL CERTIFICATIONS


I,  Wayne  Engle,  certify  that:

1.     I  have reviewed this quarterly report on Form 10-Q of PW Preferred Yield
Fund  II,  L.P.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

z)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

aa)     evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

bb)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

cc)     all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

dd)     any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  14,  2002                              /s/  Wayne  Engle
                                             Vice  President  of AFG Leasing VII
Incorporated, the sole General Partner of Pembroke Financial Limited Partnership


<PAGE>

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

EXHIBIT  INDEX


      EXHIBIT  NO.            DESCRIPTION  OF  EXHIBIT     PAGE
      ------------            ------------------------     ----


Exhibit  99.1     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted
-------------
20
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.

Exhibit  99.2     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted
-------------
21
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.

Exhibit  99.3     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted
-------------
22
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.

Exhibit  99.4     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted
-------------
23
Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 for the quarterly
period  ended  September  30,  2002.



<PAGE>